Key Highlights

● FingerMotion agreed to buy all shares of Newbit Technology Inc. for US$2,300,000 in an agreement dated September 23, 2026.

● The purchase would give FingerMotion a 9.9 megawatt behind-the-meter power site in the County of Newell, Alberta.

● It is paid in three parts, with about US$1,840,000 due at closing and an outside date of October 29, 2026.

● Closing depends on Eastern Irrigation District consent, a new Pivotal Energy Partners gas supply agreement, Pivotal's consent and due diligence.

FingerMotion, Inc. (NASDAQ:FNGR) has signed a definitive Share Purchase Agreement, dated September 23, 2026, to buy all of the shares of Newbit Technology Inc., a British Columbia corporation, for US$2,300,000 in cash. According to the company's Form 8-K, filed September 29, 2026, the purchase would give FingerMotion a 9.9 megawatt behind-the-meter power site in the County of Newell, Alberta, and the agreement sets an outside closing date of October 29, 2026.

The Deal Terms

The filing says the agreement "restates and implements" a binding memorandum of understanding dated September 8, 2026 and a binding commitment the company announced on September 10, 2026. The price is US$2,300,000 in cash, exclusive of GST, on a cash-free, debt-free basis and subject to customary adjustments for leakage and debt. It is paid in three parts: a US$230,000 first deposit already paid and held in trust, a second US$230,000 deposit due on execution, and a final payment of approximately US$1,840,000 at closing. The sellers are individual Newbit shareholders, called the Vendors.

Closing is to occur on the third business day after the closing conditions are satisfied or waived, and no later than the outside date of October 29, 2026. Claims for breach of general representations carry a US$125,000 deductible and a US$460,000 cap, which the filing describes as 20 percent of the purchase price. Fundamental representations, title, tax, fraud and willful misconduct are not subject to that cap, and FingerMotion holds back no part of the price.

What FingerMotion Would Get

The filing lists the assets that come with Newbit: a surface lease with Eastern Irrigation District, County of Newell Development Permit 2022055 with associated building and electrical permits, a Master Road Use Agreement with Canadian Natural Resources Limited (NYSE:CNQ), a pipeline right-of-way and gas infrastructure, an Environmental Protection and Enhancement Act approval and an AUC Rule 007 registration, and fixed civil works such as foundations, hardstand, drainage and fencing. The generating equipment and other movable plant are excluded and are to be removed before closing. The site is called Brooks Campus #1.

The press release furnished as Exhibit 99.1 presents the purchase as part of FingerMotion's North American behind-the-meter power and compute development program in Alberta. It also says the agreement covers land, permits and infrastructure rather than operating generation or contracted revenue, and that the site is acquired on an "as-is, where-is basis as to physical condition only."

Conditions That Must Be Met First

FingerMotion's obligation to close depends on several items. It requires written consent from Eastern Irrigation District to the change of control and lease assignment, and a new gas supply agreement between Pivotal Energy Partners and FingerMotion, or Newbit if FingerMotion elects. The earlier gas supply agreement was terminated, and Newbit and Pivotal have signed a letter of intent for a replacement. The company also needs Pivotal's written consent to the change of control, confirmation that the shares and assets are free of encumbrances other than permitted ones, no material adverse effect, accurate representations, and completion of due diligence to FingerMotion's reasonable satisfaction.

The filing states that approval from the Alberta Utilities Commission for any change of generating units is not a closing condition and is FingerMotion's responsibility after closing. The press release lists risks that include failure to satisfy closing conditions, deposit forfeiture, counterparty and regulatory obstacles, financing constraints, and the possibility that expressions of interest do not become binding offtake agreements.

Newbit Closing Hinges on October 29 Consents

The main date is October 29, 2026, the outside closing date. Watch for confirmation that the Eastern Irrigation District and Pivotal consents and the new gas supply agreement have been obtained, and for a Form 8-K or other update if the acquisition closes. The filing does not say what FingerMotion plans to install at the site, when it might operate, or how the purchase will be financed, so later disclosures would be the place to look for those details. The agreement itself is filed as Exhibit 10.1.